FedEx raises annual director stock award to $215,000

Outside directors can elect to receive their annual retainer in cash, FedEx shares, or 50% in cash and 50% in shares.

Rhea-AI Filing Summary

FedEx Corporation stockholders elected eleven directors, each to serve until the April 26, 2027 annual meeting and until a successor is duly elected and qualified. Stockholders approved named executive officer compensation on an advisory basis and ratified Ernst & Young LLP as independent auditor for the June 1–December 31, 2026 transition period. They rejected proposals on an independent board chair, a lower threshold for calling a special meeting, and a report on risks related to distributing abortion drugs.

The Board increased the annual outside-director equity award by $20,000 to $215,000, while leaving the $140,000 annual retainer, committee-chair fees, and Lead Independent Director fee unchanged. Annual additional fees are $50,000 for the Lead Independent Director, $30,000 for the Audit and Finance Committee chair, and $25,000 for each of three other committee chairs.

Filing Explained

The approved annual equity award is in RSUs, not immediately issued shares: the units vest and are issued at the next annual stockholders’ meeting after grant, with dividend equivalents reinvested in additional RSUs.

8-K Event Classification

3 items: 5.07, 8.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Increase to annual outside-director equity award: $20,000 Annual outside-director equity award: $215,000 Annual retainer: $140,000 +3 more

6 metrics

Increase to annual outside-director equity award $20,000 Increase approved by the Board in September 2026

Annual outside-director equity award $215,000 Annual compensation program

Annual retainer $140,000 Annual compensation program

Lead Independent Director additional retainer $50,000 Annual compensation program

Audit and Finance Committee chair additional retainer $30,000 Annual compensation program

Additional retainer for each of three other committee chairs $25,000 Annual compensation program

Key Terms

RSUs, dividend equivalent rights, pro rata portion, Broker Non-Votes

4 terms

RSUs financial

"Annual Equity Award (RSUs)"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

dividend equivalent rights financial

"will accrue dividend equivalent rights"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

pro rata portion financial

"applicable pro rata portion"

Broker Non-Votes regulatory

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How can FDX outside directors receive their annual retainer?

They may elect to receive the annual retainer in all cash, all FedEx common stock, or 50% in cash and 50% in shares.

When do FedEx outside directors' RSUs vest?

The RSUs vest and are issued on the date of the company's next annual stockholders' meeting following the grant date. They accrue dividend equivalent rights, which are reinvested in additional RSUs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/29/2026 - 05:07 PM Accepted by SEC EDGAR 09/29/2026 - 05:06 PM Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 28, 2026

FedEx Corporation

(Exact name of registrant as specified in its charter)

Commission File Number 1-15829

Delaware
(State or other jurisdiction of
incorporation) 62-1721435 (IRS Employer
Identification No.)

942 South Shady Grove Road,   Memphis, Tennessee
(Address of principal executive offices) 38120
(ZIP Code)

Registrant’s telephone number, including area code: (901) 818-7500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.10 per share		FDX		New York Stock Exchange
1.625% Notes due 2027		FDX 27		New York Stock Exchange
0.450% Notes due 2029		FDX 29A		New York Stock Exchange
0.450% Notes due 2029		FDX 29B		New York Stock Exchange
4.000% Notes due 3030		FDX 30A		New York Stock Exchange
1.300% Notes due 2031		FDX 31B		New York Stock Exchange
3.500% Notes due 2032		FDX 32		New York Stock Exchange
0.950% Notes due 2033		FDX 33		New York Stock Exchange
0.950% Notes due 2033		FDX 33A		New York Stock Exchange
4.625% Notes due 2034		FDX 34A		New York Stock Exchange
4.125% Notes due 2037		FDX 37		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) FedEx’s annual meeting of stockholders was held on September 28, 2026.

(b) The stockholders took the following actions at the annual meeting:

Proposal 1: The stockholders elected eleven directors, each of whom will hold office until the annual meeting of stockholders to be held on April 26, 2027 and until his or her successor is duly elected and qualified. Each director received more votes cast “for” than votes cast “against” his or her election. The tabulation of votes with respect to each nominee for director was as follows:

Nominee		Votes For		Votes Against			Abstentions			Broker Non-Votes
Mark A. Edmunds		184,768,952		1,374,502			177,476			20,515,766
Marvin R. Ellison		177,814,715		8,343,394			162,821			20,515,766
Susan Patricia Griffith		173,753,745		12,397,973			169,212			20,515,766
R. Brad Martin		180,574,798		5,570,074			176,058			20,515,766
Nancy A. Norton		185,919,066		221,798			180,066			20,515,766
Frederick P. Perpall		182,391,435		3,619,673			309,822			20,515,766
Joshua Cooper Ramo		179,223,977		6,922,425			174,528			20,515,766
Susan C. Schwab		178,192,942		7,958,067			169,921			20,515,766
Richard W. Smith		176,025,528		10,127,974			167,428			20,515,766
Rajesh Subramaniam		184,726,526		1,417,606			176,798			20,515,766
Paul S. Walsh		173,605,133		12,552,036			163,761			20,515,766

Proposal 2: The compensation of FedEx’s named executive officers was approved, on an advisory basis, by stockholders. The tabulation of votes on this matter was as follows:

· 168,894,051 votes for (90.6% of the voted shares)

· 16,659,998 votes against (8.9% of the voted shares)

· 766,881 abstentions (0.4% of the voted shares)

· 20,515,766 broker non-votes

Proposal 3: The Audit and Finance Committee’s designation of Ernst & Young LLP as FedEx’s independent registered public accounting firm for the transition period from June 1, 2026 through December 31, 2026 was ratified by stockholders. The tabulation of votes on this matter was as follows:

· 195,099,819 votes for (94.3% of the voted shares)

· 11,573,499 votes against (5.6% of the voted shares)

· 163,378 abstentions (0.1% of the voted shares)

· There were no broker non-votes for this item.

Proposal 4: A stockholder proposal regarding an independent board chair was not approved by stockholders. The tabulation of votes on this matter was as follows:

· 72,957,240 votes for (39.2% of the voted shares)

· 112,362,887 votes against (60.3% of the voted shares)

· 1,000,803 abstentions (0.5% of the voted shares)

· 20,515,766 broker non-votes

Proposal 5: A stockholder proposal regarding a lower threshold to call a special meeting was not approved by stockholders. The tabulation of votes on this matter was as follows:

· 27,824,490 votes for (14.9% of the voted shares)

· 157,791,908 votes against (84.7% of the voted shares)

· 704,532 abstentions (0.4% of the voted shares)

· 20,515,766 broker non-votes

Proposal 6: A stockholder proposal regarding a report on risks related to distributing abortion drugs was not approved by stockholders. The tabulation of votes on this matter was as follows:

· 2,067,079 votes for (1.1% of the voted shares)

· 179,575,057 votes against (96.4% of the voted shares)

· 4,678,794 abstentions (2.5% of the voted shares)

· 20,515,766 broker non-votes

SECTION 8. OTHER EVENTS.

Item 8.01. Other Events.

Attached as Exhibit 99.1 and incorporated herein by reference is a copy of FedEx’s updated compensation arrangements with outside directors.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits.

	Exhibit
	Number	Description

99.1 Compensation Arrangements with Outside Directors.

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FedEx Corporation
Date: September 29, 2026	By:	/s/ Gina F. Adams
		Gina F. Adams
		Executive Vice President, General Counsel and Secretary

Exhibit 99.1

Compensation Arrangements with Outside Directors

In September 2026, the Board of Directors and its Compensation and Human Resources Committee conducted their annual review of non-management (outside) director compensation. The Board approved no change to the annual retainer, the committee chair fees, or Lead Independent Director fees. The Board approved a $20,000 increase to the annual equity grant.

The annual outside directors’ compensation program is as follows:

Annual Retainer		$	140,000
Annual Equity Award (RSUs)		$	215,000
Additional Retainers Based on Role
· Lead Independent Director		$	50,000
· Chair, Audit and Finance Committee		$	30,000
· Chair, Compensation and Human Resources Committee		$	25,000
· Chair, Cyber and Technology Oversight Committee		$	25,000
· Chair, Governance, Safety and Public Policy Committee		$	25,000

Outside directors may elect to receive their annual retainer in all cash, all shares of FedEx common stock, or 50% in cash and 50% in shares of FedEx common stock. The RSUs will vest and be issued to the outside director on the date of the next annual stockholders’ meeting of the Company following the grant date and will accrue dividend equivalent rights, which will be reinvested in additional RSUs.

For the transition period from June 1, 2026 through December 31, 2026 resulting from the Company’s fiscal year change, the annual retainer, the annual equity grant, and Lead Independent Director/committee chair fees will be prorated (the “TY Annual Retainer,” “TY Equity Grant,” and “TY LID/Chair Fees,” respectively). Any outside director who is elected to the Board after the 2026 annual meeting will receive the applicable pro rata portion of the TY Annual Retainer, TY Equity Grant, and TY LID/Chair Fees in connection with his or her election.

The Compensation and Human Resources Committee annually reviews director compensation, including, among other things, comparing FedEx’s director compensation practices with those of other companies. In 2026, two data sets were used for comparison: (1) a group of twenty-one companies ranked closely to FedEx on the Fortune 100 list across a range of industries (which are listed on Appendix A attached hereto) and (2) all publicly traded companies in the Fortune 100 (excluding FedEx). Before making a recommendation regarding director compensation to the Board, the Compensation and Human Resources Committee considers that the directors’ independence may be compromised if compensation exceeds appropriate levels or if FedEx enters into other arrangements beneficial to the directors.

Appendix A

Albertsons Companies, Inc.

Archer-Daniels-Midland Company

Caterpillar Inc.

Deere & Company

Delta Air Lines, Inc.

HCA Healthcare, Inc.

International Business Machines Corporation

Johnson & Johnson

Lockheed Martin Corporation

Lowe’s Companies, Inc.

Merck & Co, Inc.

MetLife, Inc.

PepsiCo, Inc.

Pfizer Inc.

RTX Corporation

Sysco Corporation

Target Corporation

The Boeing Company

The Procter & Gamble Company

The Walt Disney Company

United Parcel Service, Inc.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 13.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 29.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 41.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 28.3 KB